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Kingsoft Corporation Limited — Proxy Solicitation & Information Statement 2014
Dec 4, 2014
50914_rns_2014-12-04_c1249e25-1106-4906-ab53-fe6d15e866fd.pdf
Proxy Solicitation & Information Statement
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Kingsoft Corporation Limited 金山軟件有限公司
(Continued into the Cayman Islands with limited liability)
(Stock Code: 03888)
FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 26 DECEMBER 2014
I/We (Note 1) of
being registered holder(s) of (Note 2)
of US$0.0005 each in the capital of Kingsoft Corporation Limited (the “ Company ”), HEREBY APPOINT
shares (Note 3)
of
or failing him, the Chairman of the EGM, as my/our proxy to attend, act and vote for me/us and at the Extraordinary General Meeting of the Company to be held on Friday, 26 December 2014 at 1:30 p.m. (the “ EGM ”) (or at any adjournment thereof) and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice of EGM as indicated below or, if no such indication is given as my/our proxy thinks fi t.
ORDINARY RESOLUTIONS For (Note 4) Against (Note 4) 1. THAT the Framework Agreement dated 1 December 2014 and entered into between the Company and Xiaomi and the provision of the Comprehensive Services (mainly including the cloud services and promotion services) contemplated thereunder (including the Proposed Annual Caps) be and are hereby approved and confi rmed, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the Framework Agreement and provision of the Comprehensive Services (including the Proposed Annual Caps), and to execute all such other documents, instruments and agreements (including the affi xation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the Framework Agreement and the provision of the Comprehensive Services (including the Proposed Annual Caps) 2. THAT the Loan Agreement dated 1 December 2014 and entered into among the Company, Xiaomi and Kingsoft Cloud and the transactions contemplated thereunder (including the grant of Loan Facility, the grant of Xiaomi Option and other related transactions) be and are hereby approved and confi rmed, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the Loan Agreement and the transactions contemplated thereunder (including the grant of Loan Facility, the grant of Xiaomi Option and other related transactions), and to execute all such other documents, instruments and agreements (including the affi xation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the Loan Agreement and the transactions contemplated thereunder (including the grant of Loan Facility, the grant of Xiaomi Option and other related transactions)
Dated: this
(Note 5) day of 2014 Signature(s) :
Notes:
Important: You should read the circular of the Company dated 5 December 2014 before appointing a proxy.
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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Please insert the number of shares registered in your name(s). If no number is inserted, this Form of Proxy will be deemed to relate to all the shares of the Company registered in your name(s).
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Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL, SUBJECT TO THE LIMITATION AS HEREINAFTER MENTIONED, ACT AS YOUR PROXY.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
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This Form of Proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an offi cer, attorney or other person duly authorised.
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In the case of joint holders, any one of such joint holders may vote, either in person or by proxy, at the meeting, but if more than one of the joint holders are present at the meeting, the vote of the senior who tenders a vote, either in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
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In order to be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certifi ed copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or the adjourned meeting (as the case may be).
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A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, vote in his stead. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
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Completion and deposit of the Form of Proxy will not preclude you from attending and voting at the EGM if you so wish.
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Voting for the ordinary resolutions set out in the notice will be taken by poll.